FORM 51-102F3

MATERIAL CHANGE REPORT

1. Name and Address of Company

TransGlobe Energy Corporation ("TransGlobe" or the "Company")

Suite 2300, 250 – 5^th Street S.W.

Calgary, Alberta T2P 0R4

2. Date of Material Change

May 16, 2017.

3. News Release

A news release was issued by TransGlobe on May 16, 2017 and disseminated through the facilities of a recognized news wire service and would have been received by the securities commissions where TransGlobe is a reporting issuer in the normal course of its dissemination.

4. Summary of Material Change

On May 16, 2017, the Company announced the execution of a credit agreement for a revolving reserve-based lending facility ("RBL") of up to C$30 million with Alberta Treasury Branches ("ATB").

5. Full Description of Material Change

5.1    Full Description of Material Change:

On May 16, 2017 the Company announced the RBL with ATB. The RBL commitment is a maximum of C$30 million. The amount available to be drawn on the RBL will be dependent upon the borrowing base, which is determined with reference to the Company's proved oil and gas reserves in Canada, as evaluated in the most recent reserve report(s) and delivered pursuant to the credit agreement. As at the closing date, the borrowing base was set at C$30 million, with redeterminations scheduled semi-annually beginning on November 30, 2017. Amounts drawn on the RBL will bear interest at a rate of either ATB prime or Canadian Dollar Offered Rate, plus an applicable margin that varies depending on the Company's net debt to trailing cash flow ratio.

The RBL is secured by a first floating charge over all real and personal property and after acquired assets of the Company, and an unconditional undertaking to grant a first fixed charge on all real property interests upon request by ATB. The Company's subsidiaries that hold the production in the Arab Republic of Egypt have not granted guarantees or security for the obligations of the Company under the RBL.

The RBL requires the Company to comply with customary financial covenants, which include, among others: (i) maintaining a working capital ratio of not less than 1.0:1; and (ii) maintaining a net debt to trailing cash flow ratio of not greater than 3.0:1.

The Company will use the funds available under the RBL to repay its existing outstanding C$15 million vendor-take-back loan. The remaining funds will be used as necessary to carry out the Company's capital expenditure program in Canada.

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

Not applicable.

8. Executive Officer

The name and business telephone number of an executive officer of the Company who is knowledgeable about the material change and this material change report is:

Randy Neely, Vice President, Finance, Chief Financial Officer & Corporate Secretary

Tel: (403) 264-9888

Fax: (403) 770-8855

9. Date of Report

May 25, 2017.

Advisory on Forward-Looking Information and Statements

Certain statements included in this material change report constitute forward-looking statements or forward-looking information under applicable securities legislation. Such forward-looking statements or information are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Forward-looking statements or information typically contain statements with words such as "anticipate", "believe", "expect", "plan", "intend", "estimate", "may", "will", "would" or similar words suggesting future outcomes or statements regarding future events. In particular, forward-looking information and statements contained in this document include, but are not limited to, statements regarding the terms of and availability of the funds under the RBL with ATB; TransGlobe's ability to satisfy the conditions for utilization of funds; TransGlobe's use of the funds under the RBL; the term of the RBL; the methods of advance and repayment of funds under the RBL; and the funds available to be drawn on the RBL. Forward-looking statements or information are based on a number of factors and assumptions which have been used to develop such statements and information but which may prove to be incorrect. Although the Company believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because the Company can give no assurance that such expectations will prove to be correct. Many factors could cause TransGlobe's actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, TransGlobe.

In addition to other factors and assumptions which may be identified in this material change report, assumptions have been made regarding, among other things, TransGlobe's ability to satisfy the conditions to the availability of advances under the RBL; uninterrupted access to areas of TransGlobe's operations and infrastructure; recoverability of reserves and future production rates; current and future commodity prices; that TransGlobe's conduct and results of operations will be consistent with its expectations; that TransGlobe will have the ability to develop its properties in the manner currently contemplated; that the estimates of TransGlobe's reserves and resource volumes and the assumptions related thereto (including commodity prices and development costs) are accurate in all material respects; and other matters.

Forward-looking statements or information are based on current expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated by the Company and described in the forward-looking statements or information. These risks and uncertainties which may cause actual results to differ materially from the forward-looking statements or information include, among other things, operating and/or drilling costs being higher than anticipated; unforeseen changes in the rate of production from TransGlobe's oil and gas properties; changes in price of crude oil and natural gas; adverse technical factors associated with exploration, development, production or transportation of TransGlobe's crude oil reserves; changes or disruptions in the political or fiscal regimes in TransGlobe's areas of activity; changes in tax, energy or other laws or regulations; changes in significant capital expenditures; delays or disruptions in production due to shortages of skilled manpower equipment or materials; economic fluctuations; competition; lack of availability of qualified personnel; the results of exploration and development drilling and related activities; obtaining required approvals of regulatory authorities; volatility in market prices for oil; fluctuations in foreign exchange or interest rates; environmental risks; ability to access sufficient capital from internal and external sources; failure of counterparties to perform under the terms of their contracts; failure to satisfy the conditions to utilization of funds under the RBL; that the board of directors determines to use the initial advance in a manner different from that set forth herein; and other factors beyond the Company's control. Readers are cautioned that the foregoing list of factors is not exhaustive. Please consult TransGlobe's public filings at www.sedar.com and www.sec.gov/edgar.shtml for further, more detailed information concerning these matters, including additional risks related to TransGlobe's business.

The forward-looking statements or information contained in this material change report are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise unless required by applicable securities laws. The forward-looking statements or information contained in this material change report are expressly qualified by this cautionary statement.